18 U.S.C. § 1350

Failure of corporate officers to certify financial reports

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(a)Certification of Periodic Financial Reports.—Each periodic report containing financial statements filed by an issuer with the Securities Exchange Commission pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) shall be accompanied by a written statement by the chief executive officer and chief financial officer (or equivalent thereof) of the issuer.(b)Content.—The statement required under subsection (a) shall certify that the periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act pf 11 So in original. Probably should be “of”. 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.(c)Criminal Penalties.—Whoever—(1) certifies any statement as set forth in subsections (a) and (b) of this section knowing that the periodic report accompanying the statement does not comport with all the requirements set forth in this section shall be fined not more than $1,000,000 or imprisoned not more than 10 years, or both; or(2) willfully certifies any statement as set forth in subsections (a) and (b) of this section knowing that the periodic report accompanying the statement does not comport with all the requirements set forth in this section shall be fined not more than $5,000,000, or imprisoned not more than 20 years, or both.(Added Pub. L. 107–204, title IX, § 906(a), July 30, 2002, 116 Stat. 806.)
Notes of Decisions
Cited in 36 cases (3 in the last 5 years), 1970–2025 · leading case: Robert Garfield v. NDCHealth Corporation
Robert Garfield v. NDCHealth Corporation (2006) ca11 · cites it 4× “” The plain meaning of the language contained in Sarbanes-Oxley, 18 U.S.C. § 1350 , does not indicate any intent to change the requirements for pleading scienter set forth in the PSLRA, 15 U.”
Middlesex Retirement System v. Quest Software Inc. (2007) cacd · cites it 6× “For the Form 10-Ks and 10-Qs issued from August 14, 2002 through the end of the Class Period, Smith signed the Certification of the CEO pursuant to Exchange Act Rule 13A-14 and 15D-14, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (“SOX”), and the Certification…”
FindWhat Investor Group v. FindWhat. Com (2011) ca11 “745 , 806 (codified at 18 U.S.C. § 1350 ) (requiring the chief executive officer and chief financial officer to "certify that the periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act…”
Potter v. Hughes (2008) ca9 · cites it 2× “See 18 U.S.C. § 1350 (provision of the Sarbanes-Oxley *1065 Act requiring issuers to certify periodic financial reports and providing criminal penalties, but no cause of action, for violations of the section).”
Al-Bihani v. Obama (2010) cadc · cites it 2× “2002); see 18 U.S.C. § 1350 note. Likewise, the federal criminal torture statute establishes criminal penalties for U.”
United States v. Benjamin Stanley, Rufus Paul Harris (2014) ca11 “Harris was charged alone in an eighth count with false certification of a financial statement, in violation of 18 U.S.C. § 1350 (c)(1). At trial, the Government adduced these essential facts: Harris founded and served as Chief Executive Officer of Conversion Solutions Holdings…”
United States v. Malcolm E. McVay (2006) ca11 “§ 371 (“Count 1”), and falsification of financial information filed with the SEC, in violation of 18 U.S.C. § 1350 and 18 U.S.C. § 2 (“Count 2”).”
Horizon Asset Management Inc. v. H & R BLOCK, INC. (2009) ca8 “§ 7241 ; 18 U.S.C. § 1350 , verifying that Block’s inter *766 nal controls were sufficient when the tax accounting controls were, in fact, inadequate, there is a strong inference of scienter.”
In Re FBR Inc. Securities Litigation (2008) nysd “Sarbanes-Oxley Certifications Plaintiffs allege that the certifications made by the individual defendants pursuant to 18 U.S.C. § 1350 , 15 U.S.C. § 7241 (a)(5), and 17 C.”
United States v. Michael Peppel (2013) ca6 “§§ 371 and 1349; willful false certification of a financial report by a corporate officer in violation of 18 U.S.C. § 1350 ; and money laundering in violation of 18 U.”
United States v. Jeffrey Wilson (2018) ca7 “§ 2 (Counts 3-9); (4) wrongful certification of annual and quarterly reports by a corporate officer, in violation of 18 U.S.C. § 1350 (c)(1) (Counts 10-14); (5) material false statements by a corporate officer to an accountant, in violation of 15 U.”
United States v. Robert Harra, Jr. (2021) ca3 “§ 78m (Counts Three through Sixteen); and falsely certifying financial reports in violation of 18 U.S.C. § 1350 (Counts Seventeen through Nineteen, as to Gibson only).”
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